Equity Commitment LetterSquarespace, Inc. • June 17th, 2024 • Services-prepackaged software • Delaware
This letter agreement sets forth the commitment of each of the undersigned Persons identified as an Investor on Schedule A hereto (and, for the avoidance of doubt, excluding each of the Persons identified as a Co-Lead Investor on Schedule A hereto) (each an “Investor” and together the “Investors”), on the terms and subject to the conditions contained herein, to purchase, or cause the purchase of, certain equity interests of Spaceship Purchaser, Inc., a Delaware corporation (“Parent”), indirectly through one or more entities, which shall include Spaceship Parent, LP, a Delaware limited partnership (“TopCo”), Spaceship HoldCo, LLC, a Delaware limited liability company that will convert to a Delaware corporation prior to Closing (“HoldCo”), and Spaceship Intermediate, Inc., a Delaware corporation (“Intermediate”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, modified or supplemented from time to time, th
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 17th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Interim Investors Agreement (this “Agreement”) is made as of May 13, 2024 by and among Spaceship Intermediate 1, LP (the “Lead Investor”); Anthony Casalena (“Casalena”), Anthony Casalena 2019 Family Trust (“AC 2019 Family Trust”), Anthony Casalena Revocable Trust (“AC Revocable Trust”), Casalena Foundation (the “Foundation” and, together with Casalena, AC 2019 Family Trust and AC Revocable Trust, the “AC Entities”); General Atlantic (SQRS II), L.P. (“GA”); and Accel Leaders 3 L.P., for itself and as nominee for Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P., and Accel Leaders 4 L.P. for itself and as nominee for Accel Leaders 4 L.P., Accel Leaders 4 Entrepreneurs L.P. and Accel Leaders 4 Investors (2022) L.P. (the “Accel Funds” and, together with the AC Entities and GA, each a “Co-Investor” and collectively the “Co-Investors” and the Co-Investors, together with the Lead Investor, the “Investors”).
FEE FUNDING AGREEMENTFee Funding Agreement • June 17th, 2024 • Squarespace, Inc. • Services-prepackaged software • Delaware
This Fee Funding Agreement, dated as of May 13, 2024 (this “Agreement”), is by and among each of the undersigned Persons identified as a Funding Party on Schedule A hereto (each a “Funding Party” and, collectively, the “Funding Parties”), Spaceship Purchaser, Inc., a Delaware corporation (“Parent”) and Squarespace, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement (defined below).
